Gary P. Smith - Jul 29, 2024 Form 4 Insider Report for New Providence Acquisition Corp. II (NPAB)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Gary P. Smith
Stock symbol: NPAB
Transactions as of: Jul 29, 2024
Transactions value $: $0
Form type: 4
Date filed: 7/31/2024, 08:29 PM
Previous filing: Dec 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NPAB	Class A Common Stock	Conversion of derivative security		+3.2M	+106.67%		6.2M	Jul 29, 2024	By New Providence Acquisition II LLC	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NPAB	Class B Common Stock	Conversion of derivative security	$0	-3.2M	-100%	$0.00	1	Jul 29, 2024	Class A Common Stock	3.2M		By New Providence Acquisition II LLC	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the shares of Class B common stock, par value $0.0001 per share, are convertible, at the option of the holder at any time, and from time to time, into shares of Class A common stock, par value $0.0001 per share, of the Issuer on a one-for-one basis, for no additional consideration, and have no expiration date. On July 29, 2024, New Providence Acquisition II LLC (the "Sponsor") elected to convert 3,199,999 shares of Class B common stock held by it into 3,199,999 shares of Class A common stock.
F2	The securities reported herein are held by the Sponsor. The Reporting Person and Alexander Coleman are the co-managers of the Reporting Person (the "Co-Managers"), and as such, have voting and investment discretion with respect to the securities held directly by the Sponsor and may be deemed to have shared beneficial ownership of securities held directly by the Sponsor. The Co-Managers also serve on the Issuer's board of directors. The business address of the Sponsor is c/o New Providence Acquisition Corp. II, 10900 Research Blvd, Suite 160C, PMB 1081, Austin, TX 78759. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and the inclusion of these securities in this Report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Content

Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the shares of Class B common stock, par value $0.0001 per share, are convertible, at the option of the holder at any time, and from time to time, into shares of Class A common stock, par value $0.0001 per share, of the Issuer on a one-for-one basis, for no additional consideration, and have no expiration date. On July 29, 2024, New Providence Acquisition II LLC (the "Sponsor") elected to convert 3,199,999 shares of Class B common stock held by it into 3,199,999 shares of Class A common stock.

The securities reported herein are held by the Sponsor. The Reporting Person and Alexander Coleman are the co-managers of the Reporting Person (the "Co-Managers"), and as such, have voting and investment discretion with respect to the securities held directly by the Sponsor and may be deemed to have shared beneficial ownership of securities held directly by the Sponsor. The Co-Managers also serve on the Issuer's board of directors. The business address of the Sponsor is c/o New Providence Acquisition Corp. II, 10900 Research Blvd, Suite 160C, PMB 1081, Austin, TX 78759. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and the inclusion of these securities in this Report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.